FORM S-8 POS
As filed with the Securities and Exchange Commission on August 7, 2009.
Registration No. 333-67764
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DATATRAK INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Ohio
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34-1685364 |
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
Incorporation or Organization) |
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6150 Parkland Boulevard
Mayfield Heights, Ohio 44124
(440) 443-0082
(Address of Principal Executive Offices, including Zip Code)
DATATRAK International, Inc.
1999 Outside Director Stock Option Plan
(Full Title of the Plan)
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Copy to: |
Laurence P. Birch
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Arthur C. Hall III, Esq. |
Interim Chief Executive Officer and Interim President
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Calfee, Halter & Griswold LLP |
DATATRAK International, Inc.
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1400 KeyBank Center |
6150 Parkland Boulevard
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800 Superior Avenue |
Mayfield Heights, Ohio 44124
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Cleveland, Ohio 44114-2688 |
(440) 443-0082
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(216) 622-8200 |
(Name, address and telephone number, including area code, of |
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agents for service) |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to the
Registration Statement on Form S-8, Registration No. 333-67764, filed by DATATRAK International,
Inc. (the Registrant) on August 17, 2001 (the Registration Statement) registering 250,000
common shares of the Registrant to be issued in connection with the DATATRAK International, Inc.
1999 Outside Director Stock Option Plan.
The Registrant intends to file a Form 15 to terminate the registration of its securities under
the Securities Exchange Act of 1934, as amended. In accordance with the undertaking
contained in the Registration Statement pursuant to
Item 512 of Regulation S-K, by means of this Post-Effective Amendment, the
Registrant is deregistering all securities registered under the Registration Statement which remain
unsold as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, State
of Ohio, on this 7th day of August, 2009.
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DATATRAK INTERNATIONAL, INC.
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By: |
/s/ Laurence P. Birch
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Laurence P. Birch |
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Interim President and Interim Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement on Form S-8 has been signed below by the following persons in the
capacities indicated on this 7th day of August, 2009.
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Signature |
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Title |
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/s/ Laurence P. Birch
Laurence P. Birch
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Interim President and Interim Chief Executive Officer
and Director (Principal Executive Officer) |
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/s/ Raymond J. Merk
Raymond J. Merk
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Vice President of Finance,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
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/s/ Timothy G. Biro
Timothy G. Biro
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Director |
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/s/ Seth B. Harris
Seth B. Harris
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Director |
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/s/ Jerome H. Kaiser
Jerome H. Kaiser
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Director |
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/s/ Robert M. Stote
Robert M. Stote
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Director |